Exhibit 10.1


 


[_],
2018


 


Forum
Merger II Corporation


1345
Avenue of the Americas, 11th Floor


New
York, NY 10105


 


	Re:	Initial
    Public Offering 


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the
Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Forum
Merger II Corporation, a Delaware corporation (the “Company”), and Jefferies LLC, as representative
(the “Representative”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”),
of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if
any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value
$0.0001 per share (the “Common Stock”), and one redeemable warrant. Each Warrant
(each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of
$11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on
Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange
Commission (the “Commission”) and the Company has applied to have the Units listed on The Nasdaq Capital
Market. Certain capitalized terms used herein are defined in paragraph 12 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Forum Investors
II LLC (the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s
board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


	 	1.	The
    Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in
    connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it,
    him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or
    her in connection with such stockholder approval.


 


	 	2.	The
    Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
    24 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance
    with the Company’s amended and restated certificate of incorporation (the “Charter”), the
    Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose
    of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully
    available funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
    at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below),
    including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise
    and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
    Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders (including
    the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
    possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
    board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to
    provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to not propose
    any amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering
    Shares if the Company does not complete a Business Combination within 24 months from the closing of the Public Offering, unless
    the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of
    any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
    including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise
    and income taxes, divided by the number of then outstanding Offering Shares.


 






     


     


    

 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common
Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business
Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business
Combination or a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period
set forth in the Charter or in the context of a tender offer made by the Company to purchase shares of Common Stock (although
the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect
to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within 24 months from the date
of the closing of the Public Offering).


 


	 	3.	During
    the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
    and each Insider shall not, without the prior written consent of the Representatives, (i) sell, offer to sell, contract or
    agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly
    or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within
    the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
    and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock,
    Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned
    by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
    economic consequences of ownership of any Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible
    into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction is
    to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any
    transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the
    effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company
    shall announce the impending release or waiver by press release through a major news service at least two business days before
    the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after
    the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected
    solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described
    in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


	 	4.	In
    the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
    within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify
    and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not
    limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
    whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for
    services rendered or products sold to the Company or (ii) any prospective target business with which the Company has entered
    into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”); provided, however,
    that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such
    claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00
    per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation
    of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value
    of the trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes, (y) shall not apply to
    any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account
    (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the
    Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor
    shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if,
    within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in
    writing that it shall undertake such defense.


 






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	 	5.	To
    the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,000,000 Units
    within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit,
    at no cost, a number of Founder Shares in the aggregate equal to 750,000 multiplied by a fraction, (i) the numerator of which
    is 3,000,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and
    (ii) the denominator of which is 3,000,000. The forfeiture will be adjusted to the extent that the over-allotment option is
    not exercised in full by the Underwriters so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s
    issued and outstanding shares of Capital Stock after the Public Offering (not including shares of Class A Common Stock underlying
    the Private Placement Units (as defined below)). 


 


	 	6.	(a)
    The Sponsor and each Insider hereby agrees not to participate in the formation of, or become an officer or director of, any
    other any other special purpose acquisition companies with a class of securities registered under the Exchange Act until the
    Company has entered into a definitive agreement regarding an initial Business Combination or unless the Company has failed
    to complete a Business Combination within the time period set forth in the Charter.


 


(b)
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 7(a),
and 7(b), as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii)
the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law
or in equity, in the event of such breach.


 


	 	7.	(a)
    The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable
    upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination
    or (B) subsequent to the Business Combination, (x) if the last sale price of the Common Stock equals or exceeds $12.00 per
    share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
    days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination
    or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar
    transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock
    for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units (or any securities underlying
the Private Placement Units, including the shares of Common Stock and Private Placement Warrants (as defined below) included in
the Private Placement Units and the shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants),
until 30 days after the completion of a Business Combination (the “Private Placement Units
Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 






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(c)
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Units,
component securities of Private Placement Units and shares of Common Stock issued or issuable upon the exercise or conversion
of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted
transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any
affiliate or family member of any of the Company’s officers or directors, any members of the Sponsor or any affiliate of
the Sponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust,
the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d)
in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with the consummation of an initial Business Combination at prices no greater than the price at which the securities were originally
purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g)
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of
the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock
for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided,
however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions herein.


  


	 	8.	The
    Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in
    any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
    or revoked. Each Insider’s biographical information furnished to the Company (including any such information included
    in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s
    background. Each Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider
    represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist
    order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any
    jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating
    to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities
    and it, he or she is not currently a defendant in any such criminal proceeding.


 


	 	9.	Except
    as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor
    any director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash
    payments, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services
    rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type
    of transaction that it is), other than the following, none of which will be made from the proceeds held in the Trust Account
    prior to the completion of the initial Business Combination: repayment of a loan and advances up to an aggregate of $300,000
    made to the Company by the Sponsor; payment to an affiliate of the Sponsor for certain office space, utilities and secretarial
    and administrative support as may be reasonably required by the Company for a total of $15,000 per month; reimbursement for
    any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial Business Combination,
    and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor
    or any of the Company’s officers or directors to finance transaction costs in connection with an intended initial Business
    Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion of the working
    capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from
    the Trust Account are used for such repayment. Up to $1,200,000 of such loans may be convertible into units at a price of
    $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units (as defined below),
    including as to exercise price, exercisability and exercise period.


 


	 	10.	The
    Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
    limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
    Agreement and, as applicable, to serve as a director on the board of directors of the Company and hereby consents to being
    named in the Prospectus as a director of the Company.


 






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	 	11.	As
    used herein, (i) “Business Combination” shall mean a merger, capital stock exchange,
    asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses;
    (ii) “Capital Stock” shall mean, collectively, the Common Stock and the Founder
    Shares; (iii) “Founder Shares” shall mean (a) the 5,750,000 shares of the Company’s
    Class B common stock, par value $0.0001 per share, initially issued to the Sponsor (up to 750,000 Shares of which are subject
    to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters) for an
    aggregate purchase price of $25,000, or $0.004 per share, prior to the consummation of the Public Offering; (iv) “Initial Stockholders”
    shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants”
    shall mean the warrants to purchase up to 655,000 shares of Common Stock of the Company (or 715,000 shares of Common Stock
    if the over-allotment option is exercised in full) underlying the units (“Private Placement Units”)
    that the Sponsor and the Underwriters have agreed to purchase for an aggregate purchase price of $6,550,000 (or $7,150,000
    if the over-allotment option is exercised in full), or $10.00 per unit, in a private placement that shall occur simultaneously
    with the consummation of the Public Offering; (vi) “Public Stockholders” shall
    mean the holders of securities issued in the Public Offering; (vii) “Trust Account”
    shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer”
    shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
    or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
    position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the
    Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry
    into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
    of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c)
    public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


	 	12.	The
    Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance,
    and each Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent
    of the coverage available for any of the Company’s directors or officers.


 


	 	13.	This
    Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
    hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or
    oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter
    Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular
    provision, except by a written instrument executed by all parties hereto.


 


	 	14.	No
    party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
    prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual
    and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be
    binding on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


	 	15.	Nothing
    in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
    any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise
    or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall
    be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns
    and permitted transferees.


 


	 	16.	This
    Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for
    all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


	 	17.	This
    Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not
    affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu
    of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
    Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid
    and enforceable.


 






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	 	18.	This
    Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
    giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
    The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to,
    this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably
    submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such
    exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


	 	20.	Any
    notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be
    in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
    by hand delivery or facsimile transmission.


 


	 	21.	This
    Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the
    Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not
    consummated and closed by December 31, 2018; provided further that paragraph 4 of this Letter Agreement shall survive such
    liquidation.


 


[Signature
Page Follows]


 






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	 	Sincerely,
	 	 
	 	FORUM
        INVESTORS II LLC

         

        By:
        Forum Capital Management II LLC, as managing member 

	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:
    


 


	 	By:	 
	 	 	Name:  Marshall
    Kiev


 


	 	By:	 
	 	 	Name:  David
    Boris


 


	 	By:	 
	 	 	Name:  Neil
    Goldberg


 


	 	By:	 
	 	 	Name:  Richard
    Katzman
	 	 	 
	 	By:	 
	 	 	Name:  Steven
    Berns
	 	 	 
	 	By:	 
	 	 	Name:
    Jeffrey Nachbor


 


	Acknowledged
    and Agreed:	 
	 	 
	FORUM
    MERGER II CORPORATION	 
	 	 	 
	By:	 	 
	 	Name:
    	 
	 	Title:
    	 


 


[Signature
Page to Letter Agreement]


 


 


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